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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A warrant ("Class A Warrant") | $ 9.75 | 07/27/2007(4) | 06/27/2012(4) | Common Stock | 177,000 | 177,000 (2) | D | ||||||||
| Class B warrant ("Class B Warrant") | $ 13 | 07/27/2007(5) | 06/27/2012(5) | Common Stock | 177,000 | 177,000 (2) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MILLENCO, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899 |
X | |||
| MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899 |
May be deemed a group member. | |||
| ENGLANDER ISRAEL A C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899 |
May be deemed a group member. | |||
| Mark Meskin, Chief Executive Officer | 05/02/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On May 1, 2008, Millenco LLC, a Delaware limited liability company ("Millenco"), purchased 100 shares of the Issuer's Common Stock to cover a portion of a short sale transaction effected by Millenco on April 25, 2008. |
| (2) | As of the date hereof, Millenco beneficially owns 531,000 shares of the Issuer's Common Stock consisting of: i) 177,000 shares of Common Stock; ii) 177,000 shares of Common Stock issuable upon the exercise of 177,000 Class A Warrants; and iii) 177,000 shares of Common Stock issuable upon the exercise of 177,000 Class B Warrants. |
| (3) | Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco. |
| (4) | Each Class A Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $9.75. Each Class A Warrant became exercisable on July 27, 2007 and will expire on June 27, 2012. Commencing six months from the date of the Issuer's prospectus (June 27, 2007), the Issuer may redeem some or all of the Class A Warrants at a price of $0.25 per Class A Warrant, after the Class A Warrants become separately tradeable and after the closing price of the Issuer's Common Stock, as reported on the principal market on which the Issuer's Common Stock trades, has been at or above 200% of the Unit offering price of $6.50 for five consecutive trading days, by giving the holders not less than 30 days' notice. |
| (5) | Each Class B Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $13.00. Each Class B Warrant became exercisable on July 27, 2007 and will expire on June 27, 2012. Commencing six months from the date of the Issuer's prospectus (June 27, 2007), the Issuer may redeem some or all of the Class B Warrants, at a price of $0.25 per warrant after the Class B Warrants become separately tradeable by giving the holders not less than 30 days' notice, which the Issuer may do after the its gross revenues, as confirmed by an independent audit, for any period of twelve months preceding the date of the notice, are equal to or greater than $100 million. |